**UNITED STATES****SECURITIES AND EXCHANGE COMMISSION******Washington, D.C. 20549****

**FORM 10-QSB**

(Mark One)       [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act       of 1934 For the quarterly period ended March 31, 2006       [ ] Transition report under Section 13 or 15(d) of the Securities Exchange       Act of 1934 For the transition period from _____ to _____

**Commission file number: 000-26095**

| **ENVIROKARE TECH, INC.**                                         |
|-------------------------------------------------------------------|
|                                                                   |
| (Exact name of small business issuer as specified in its charter) |

| **Nevada**               |   | **88-0412549**                       |
|--------------------------|--------|--------------------------------------|
|                          |   |                                      |
| (State of incorporation) |   | (IRS Employer Identification Number) |

| **641 Lexington Avenue, 14th Floor******New York, New York 10022**** |
|----------------------------------------------------------------------|
|                                                                      |
| (Address of principal executive office)                              |

| **(212) 634-6333**          |
|-----------------------------|
|                             |
| (Issuer's telephone number) |

       APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY       PROCEEDINGS DURING THE PRECEDING FIVE YEARS       Check whether the issuer filed all documents and reports required to be filed by       Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities       under a plan confirmed by a court. Yes [ ] No [ ] NOT APPLICABLE       APPLICABLE ONLY TO CORPORATE ISSUERS       State the number of shares outstanding of each of the issuer's classes of common       equity, as of the latest practicable date: The total number of shares of Common       Stock, par value $.001 per share, outstanding as of March 31, 2006, was       44,685,032.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

----

| **TABLE OF CONTENTS**

**Part I - FINANCIAL INFORMATION**

Item 1. Financial Statements:                       Consolidated Balance Sheets                       Consolidated Statements of Operations                       Consolidated Statements of Cash Flows                       Condensed Notes to the Consolidated Financial Statements               Item 2. Management's Discussion and Analysis or Plan of Operations               Item 3. Control and Procedures

**Part II - OTHER INFORMATION**

Item 1. Legal Proceedings               Item 2. Changes in Securities               Item 3. Defaults Upon Senior Securities               Item 4. Submission of Matters to a Vote of Security Holders               Item 5. Other Information               Item 6. Exhibits and Reports on Form 8-K

**SIGNATURES** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

**CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS**

                This document contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.  All statements, other than statements of historical facts, included in or incorporated by reference into this Form 10-QSB which address activities, events or developments which Envirokare Tech Inc., ("Envirokare" or the "Company") expects, believes or anticipates will or may occur in the future are forward-looking statements. The words "believes," "intends," "expects," "anticipates," "projects," "estimates," "predicts" and similar expressions are also intended to identify forward-looking statements.  These forward-looking statements include, among others, statements concerning: expectations, anticipations, beliefs, estimations, projections, and other similar matters that are not historical facts, including such matters as future capital and development expenditures and expansion and growth of business operations.

                These statements are based on certain assumptions and analysis made by the management of Envirokare in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances.

                Envirokare cautions the reader that these forward-looking statements are subject to risks and uncertainties, including those associated with: the financial environment, general economic, market and business conditions, the regulatory environment, business opportunities that may be presented to and pursued by Envirokare, changes in laws or regulations, availability to obtain additional financing on favorable conditions, trend projections, and other factors, many of which are beyond the Company's control that could cause actual events or results to differ materially from those expressed or implied by the statements.  Such risks and uncertainties include those risks and uncertainties identified in the Description of the Business and Management's Discussion and Analysis sections of this document and risk factors discussed from time to time in the Company's filings with the Securities and Exchange Commission.

                Significant factors that could prevent Envirokare from achieving its stated goals include: the inability of Envirokare to obtain financing for capital expenditures and acquisitions, declines or failure to develop in the market for the Company's products, development of superior products by competition, and adverse changes in the regulatory environment affecting the Company.

                The cautionary statements contained or referred to in this document should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by Envirokare or persons acting on its or their behalf.

                Envirokare undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

----

**ITEM 1. FINANCIAL INFORMATION**
| **ENVIROKARE TECH, INC.**       |
|---------------------------------|
| **CONSOLIDATED BALANCE SHEETS** |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 | **March 31,****2006 ****(unaudited) **                                   |                                                                                                                                                                      |                                                                                                                                                                      | **December 31, ****2005 **                                               |
|-----------------------------------------------------------------------------------------------------------------------------------|---------------------------------------|------------------------------------------------------------|----------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------|
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                      |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                      |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |
|  A S S E T S                                                                                                                 |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                               |                                                                                                                                                                 |
|                                                                                                                              | CURRENT ASSETS                        |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                               |                                                                                                                                                                 |
|                                                                                                                              |                                  | Cash and cash equivalents                                  |                                               |   | $                                                                                                                                                                    |              1,395,761                                                                                   |                                                                               | $                                                                                                                                                                    |              1,897,604                                                                                   |
|                                                                                                                              |                                  | Restricted cash                                            |                                               |   |                                                                                                                                                                 |                 301,924                                                                   |                                                                               |                                                                                                                                                                      |                 296,000                                                                   |
|                                                                                                                              |                                  | Accounts receivable                                        |                                               |   |                                                                                                                                                                 |                 126,000                                                                   |                                                                               |                                                                                                                                                                      |                 421,286                                                                   |
|                                                                                                                              |                                  | Inventory                                                  |                                               |   |                                                                                                                                                                 |                 140,419                                                                   |                                                                               |                                                                                                                                                                      |                             - |
|                                                                                                                              |                                  | Deposits and retainers                                |                                               |   |                                                                                                                                                                 |                   61,556                                                        |                                                                               |                                                                                                                                                                      |                   78,252                                                        |
|                                                                                                                              |                                  | Prepaid expenses                                           |                                               |   |                                                                                                                                                                 |                 723,532                                                                   |                                                                               |                                                                                                                                                                      |                 722,851                                                                   |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                    |
|                                                                                                                              |                                  |                                                       | TOTAL CURRENT ASSETS                               |   |                                                                                                                                                                 |                                                                                                                                                                 |              2,749,193 |                                                                                                                                                                 |                                                                                                                                                                      |              3,415,993 |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                    |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                               |                                                                                                                                                                 |                                                                                                                                                                      |                                                                               |
|                                                                                                                              | PROPERTY AND EQUIPMENT                |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |
|                                                                                                                              |                                  | Equipment                                             |                                               |   |                                                                                                                                                                 |                 573,245                                                                   |                                                                               |                                                                                                                                                                      |                 507,429                                                                   |
|                                                                                                                              |                                  | Leasehold improvements                                     |                                               |   |                                                                                                                                                                 |                   49,829                                                        |                                                                               |                                                                                                                                                                      |                             - |
|                                                                                                                              |                                  | Molds                                                      |                                               |   |                                                                                                                                                                 |                   16,000                                                        |                                                                               |                                                                                                                                                                      |                   16,000                                                        |
|                                                                                                                              |                                  | Real estate and building                                   |                                               |   |                                                                                                                                                                 |                 400,000                                                                   |                                                                               |                                                                                                                                                                      |                 400,000                                                                   |
|                                                                                                                              |                                  |   Less accumulated depreciation                       |                                               |   |                                                                                                                                                                 |                 (60,152)                                                                  |                                                                               |                                                                                                                                                                      |                 (47,663)                                                                  |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                    |
|                                                                                                                              |                                  |                                                       | TOTAL PROPERTY AND EQUIPMENT                       |   |                                                                                                                                                                 |                 978,922                                                                   |                                                                               |                                                                                                                                                                      |                 875,766                                                                   |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                    |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                               |                                                                                                                                                                 |                                                                                                                                                                      |                                                                               |
|                                                                                                                              | OTHER ASSETS                          |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |
|                                                                                                                              |                                  | Prepaid expenses - long term                               |                                               |   |                                                                                                                                                                 |                 327,397                                                                   |                                                                               |                                                                                                                                                                      |                 327,397                                                                   |
|                                                                                                                              |                                  | Patents, net                                               |                                               |   |                                                                                                                                                                 |              6,985,426                                                                                   |                                                                               |                                                                                                                                                                      |              7,089,966                                                                                   |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                    |
|                                                                                                                              |                                  |                                                       | TOTAL OTHER ASSETS                                 |   |                                                                                                                                                                 |                                                                                                                                                                 |              7,312,823 |                                                                                                                                                                 |                                                                                                                                                                      |              7,417,363 |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                    |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                               |                                                                                                                                                                 |                                                                                                                                                                      |                                                                               |
|                                                                                                                              |                                  | TOTAL ASSETS                                               |                                               |   | $                                                                                                                                                                    |            11,040,938                                                                                              |                                                                               |  $                                                                                                                                                              |            11,709,122                                                                                              |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                    |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                               |                                                                                                                                                                 |                                                                                                                                                                      |                                                                               |
| L I A B I L I T I E S   &   S T O C K H O L D E R S '   E Q U I T Y    (DEFICIT) |                                  |                                                       |                                               |   |                                                                                                                                                                      |                                                                                                                                                                 |
|                                                                                                                              | CURRENT LIABILITIES                   |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |
|                                                                                                                              |                                  | Accounts payable                                           |                                               |   | $                                                                                                                                                                    |                 341,575                                                                   |                                                                               |  $                                                                                                                                                              |                 316,900                                                                   |
|                                                                                                                              |                                  | Accrued compensation                                       |                                               |   |                                                                                                                                                                 |                   82,663                                                        |                                                                               |                                                                                                                                                                      |                 104,186                                                                   |
|                                                                                                                              |                                  | Accrued interest                                      |                                               |   |                                                                                                                                                                 |                 914,506                                                                   |                                                                               |                                                                                                                                                                      |                 722,896                                                                   |
|                                                                                                                              |                                  | Capital equipment lease payable, current portion           |                                               |   |                   99,860                                                        |                                                                                                                                                                 |                                                                                    |                   84,248                                                        |
|                                                                                                                              |                                  | Loans payable, current portion                             |                                               |   |                                                                                                                                                                 |                 134,326                                                                   |                                                                               |                                                                                                                                                                      |                             - |
|                                                                                                                              |                                  | Notes payable, current portion                             |                                               |   |                                                                                                                                                                 |                   61,965                                                        |                                                                               |                                                                                                                                                                      |                   61,965                                                        |
|                                                                                                                              |                                  | Notes payable to shareholders, current portion             |                                               |   |              1,463,341                                                                                   |                                                                                                                                                                 |                                                                                    |              1,490,812                                                                                   |
|                                                                                                                              |                                  |    Discount on notes payable - other             |                                               |   |                                                                                                                                                                 |               (173,069)                                                                             |                                                                               |                                                                                                                                                                      |               (231,972)                                                                             |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                    |
|                                                                                                                              |                                  |                                                       | TOTAL CURRENT LIABILITIES                          |   |                                                                                                                                                                 |              2,925,168                                                                                   |                                                                               |                                                                                                                                                                      |              2,549,034                                                                                   |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                    |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                               |                                                                                                                                                                 |                                                                                                                                                                      |                                                                               |
|                                                                                                                              | LONG-TERM LIABILITIES                 |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |
|                                                                                                                              |                                  | Capital equipment lease payable, net of current portion    |                                               |   |                 280,789                                                                   |                                                                                                                                                                 |                                                                                    |                 323,455                                                                   |
|                                                                                                                              |                                  | Notes payable, net of current portion                 |                                               |   |                                                                                                                                                                 |              5,662,033                                                                                   |                                                                               |                                                                                                                                                                      |              5,683,972                                                                                   |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                    |
|                                                                                                                              |                                  |                                                       | TOTAL LONG-TERM LIABILITIES                        |   |                                                                                                                                                                 |              5,942,821                                                                                   |                                                                               |                                                                                                                                                                      |              6,007,427                                                                                   |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                    |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                               |                                                                                                                                                                 |                                                                                                                                                                      |                                                                               |
|                                                                                                                              | MINORITY INTEREST IN SUBSIDIARY  |                                                       |                                               |   |              5,446,623                                                                                   |                                                                                                                                                                 |                                                                                    |              5,721,169                                                                                   |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                    |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                               |                                                                                                                                                                 |                                                                                                                                                                      |                                                                               |
|                                                                                                                              | COMMITMENTS AND CONTINGENCIES         |                                                       |                                               |   |                             - |                                                                                                                                                                 |                                                                                    |                             - |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                    |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                               |                                                                                                                                                                 |                                                                                                                                                                      |                                                                               |
|                                                                                                                              | STOCKHOLDERS' EQUITY (DEFICIT)        |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |
|                                                                                                                              |                                  | Convertible preferred stock, 10,000,000 shares authorized, |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |
|                                                                                                                              |                                  |                                                       | $0.001 par value; no shares issued and outstanding |   |                                                                                                                                                                 |                             - |                                                                               |                                                                                                                                                                      |                             - |
|                                                                                                                              |                                  | Common stock, 200,000,000 shares authorized,               |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |
|                                                                                                                              |                                  |                                                       | $0.001 par value; 44,685,032 and 44,247,032 shares |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                               |                                                                                                                                                                      |                                                                                                                                                                 |
|                                                                                                                              |                                  |                                                       | issued and outstanding, respectively               |   |                                                                                                                                                                 |                   44,685                                                        |                                                                               |                                                                                                                                                                      |                   44,247                                                        |
|                                                                                                                              |                                  | Additional paid-in capital                                 |                                               |   |                                                                                                                                                                 |              8,230,106                                                                                   |                                                                               |                                                                                                                                                                      |              7,866,584                                                                                   |
|                                                                                                                              |                                  | Stock options and warrants                                 |                                               |   |                                                                                                                                                                 |              8,729,697                                                                                   |                                                                               |                                                                                                                                                                      |              8,969,157                                                                                   |
|                                                                                                                              |                                  | Accumulated deficit                                   |                                               |   |                                                                                                                                                                 |          (20,278,163)                                                                                                        |                                                                               |                                                                                                                                                                      |          (19,448,496)                                                                                                        |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                    |
|                                                                                                                              |                                  |                                                       | TOTAL STOCKHOLDERS' EQUITY (DEFICIT)               |   |                                                                                                                                                                 |            (3,273,674)                                                                                             |                                                                               |                                                                                                                                                                      |            (2,568,508)                                                                                             |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                    |
|                                                                                                                              |                                  |                                                       |                                               |   |                                                                                                                                                                 |                                                                                                                                                                 |                                                                               |                                                                                                                                                                 |                                                                                                                                                                      |                                                                               |
|                                                                                                                              |                                  | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)       |                                               | $      |            11,040,938                                                                                              |                                                                                                                                                                 |  $                                                                            |            11,709,122                                                                                              |
|                                                                                                                                   |                                       |                                                            |                                                    |        |                                                                                                                                                                      |                                                                                                                                                                      |                                                                                    |                                                                                                                                                                      |                                                                                                                                                                      |                                                                                    |
|                                                                                                                                   |                                       |                                                            |                                                    |        |                                                                                                                                                                      |                                                                                                                                                                      |                                                                                    |                                                                                                                                                                      |                                                                                                                                                                      |                                                                                    |

The accompanying condensed notes are an integral part of these consolidated financial statements.F-1

----

| **ENVIROKARE TECH, INC.**                 |
|-------------------------------------------|
| **CONSOLIDATED STATEMENTS OF OPERATIONS** |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                 | **Three Months****Ended March 31,****2006****(unaudited)**                                         |                                                                                                                                                                      |                                                                                                                                                                      | **Three Months****Ended March 31,****2005****(unaudited and          restated)**                   |
|------------------------------------|-----------------------------------|---------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------|
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                                    |                                                                                                                                                                      |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                                    |                                                                                                                                                                      |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                                    |                                                                                                                                                                      |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                                    |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                                    |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                               |
| REVENUES                           |                              |  $             |                   40,222                                                        |                                                                                                                                                                 |  $                                                                                            |                           -   |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |
| COST OF GOODS SOLD                 |                              |                     |                 (24,023)                                                                  |                                                                                                                                                                 |                                                                                                    |                           -   |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |
| GROSS PROFIT                       |                              |                     |                   16,199                                                        |                                                                                                                                                                 |                                                                                                    |                           -   |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |
| E X P E N S E S                    |                              |                     |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                                    |                                                                                                                                                                 |
|                               | Consulting fees - related parties |                |                                                                                                                                                                      |                   21,037                                                        |                                                                                               |                                                                                                                                                                      |                 828,292                                                                   |
|                               | Consulting fees - other      |                |                                                                                                                                                                      |                   22,470                                                        |                                                                                               |                                                                                                                                                                      |                           -   |
|                               | Board of directors fees           |                |                                                                                                                                                                      |                     6,668                                             |                                                                                               |                                                                                                                                                                      |                           -   |
|                               | Rent                              |                |                                                                                                                                                                      |                   15,669                                                        |                                                                                               |                                                                                                                                                                      |                   23,649                                                        |
|                               | General and administrative        |                |                                                                                                                                                                      |                 156,781                                                                   |                                                                                               |                                                                                                                                                                      |                   65,698                                                        |
|                               | Depreciation and amortization     |                |                                                                                                                                                                      |                 117,030                                                                   |                                                                                               |                                                                                                                                                                      |                   10,287                                                        |
|                               | Professional fees                 |                |                                                                                                                                                                      |                 161,547                                                                   |                                                                                               |                                                                                                                                                                      |                 162,261                                                                   |
|                               | Research and development          |                |                                                                                                                                                                      |                   84,001                                                        |                                                                                               |                                                                                                                                                                      |                     1,377                                             |
|                               | Wages and salaries                |                |                                                                                                                                                                      |                 251,374                                                                   |                                                                                               |                                                                                                                                                                      |                   14,488                                                        |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |
|                               |                              | TOTAL EXPENSES      |                                                                                                                                                                 |                                                                                                                                                                      |                 836,577 |                                                                                                                                                                 |                                                                                                                                                                      |              1,106,052                 |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |
| LOSS FROM OPERATIONS               |                              |                     |               (820,378)                                                                             |                                                                                                                                                                 |                                                                                                    |            (1,106,052)                                                                                             |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |
| OTHER INCOME (EXPENSES)            |                              |                     |                                                                                                                                                                 |                                                                                                                                                                 |                                                                                                    |                                                                                                                                                                 |
|                               | Gain on exclusivity agreement     |                |                                                                                                                                                                      |                           -   |                                                                                               |                                                                                                                                                                      |                 280,000                                                                   |
|                               | Other income                      |                |                                                                                                                                                                      |                   13,461                                                        |                                                                                               |                                                                                                                                                                      |                           -   |
|                               | Interest expense                  |                |                                                                                                                                                                      |               (297,296)                                                                             |                                                                                               |                                                                                                                                                                      |                 (94,119)                                                                  |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |
|                               |                              | TOTAL OTHER EXPENSE |                                                                                                                                                                 |                                                                                                                                                                      |               (283,835)           |                                                                                                                                                                 |                                                                                                                                                                      |                 185,881 |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |
| LOSS BEFORE INCOME TAXES           |                              |                     |            (1,104,213)                                                                                             |                                                                                                                                                                 |                                                                                                    |               (920,171)                                                                             |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |
| INCOME TAXES                       |                              |                     |                           -   |                                                                                                                                                                 |                                                                                                    |                           -   |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |
| MINORITY INTEREST ALLOCATION  |                              |                     |                 274,546                                                                   |                                                                                                                                                                 |                                                                                                    |                     4,236                                             |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |
| NET LOSS                           |                              | $                   |               (829,666)                                                                             |                                                                                                                                                                 | $                                                                                                  |               (915,935)                                                                             |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |
|                               | BASIC AND DILUTED NET LOSS   |                |                                                                                                                                                                      |                                                                                                                                                                 |                                                                                               |                                                                                                                                                                      |                                                                                                                                                                 |
|                               | PER COMMON SHARE                  |                | $                                                                                                                                                                    |                    (0.02)                                             |                                                                                               | $                                                                                                                                                                    |                    (0.02)                                             |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                               |
|                               | WEIGHTED AVERAGE NUMBER      |                |                                                                                                                                                                      |                                                                                                                                                                 |                                                                                               |                                                                                                                                                                      |                                                                                                                                                                 |
|                               | OF BASIC AND DILUTED COMMON       |                |                                                                                                                                                                      |                                                                                                                                                                 |                                                                                               |                                                                                                                                                                      |                                                                                                                                                                 |
|                               | STOCK SHARES OUTSTANDING          |                |                                                                                                                                                                      |            44,432,032                                                                                              |                                                                                               |                                                                                                                                                                      |            38,975,924                                                                                              |
|                               |                              |                |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |                                                                                                                                                                 |                                                                                                                                                                      |                                                                                                    |

The accompanying condensed notes are an integral part of these consolidated financial statements.F-2

----

| **ENVIROKARE TECH, INC.**                       |
|-------------------------------------------------|
| **CONSOLIDATED STATEMENTS OF CASH  FLOWS** |
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                          |                                                                   |   |   |                                                                                           |
|-------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------|--------|--------|------------------------------------------------------------------------------------------------|
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                          | **Three Months****Ended March 31,****2006**** (unaudited) ** |        |        | **Three Months****Ended March 31,****2005**** (unaudited and            restated) ** |
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                          |                                                                        |        |
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                          |                                                                        |        |
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                          |                                                                        |        |
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                          |                                                                        |   |   |                                                                                                |
| CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                                     |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |
|        Net loss                                                                              |                           |  $            |               (829,666)                                                                             |                                                                                                                                                                 |  $ |               (915,935)                                                                             |
|                                                                                                                                      |       |               |                                                                                                                                                                      |                                                                                                                                                                 |    |                                                                                                                                                                      |                                                                                                          |
|        Adjustments to reconcile net loss to                                                            |                           |                    |                                                                                                                                                                 |                                                                                                                                                                 |         |                                                                                                                                                                 |
|          net cash used by operating activities:                                                   |                           |                    |                                                                                                                                                                 |                                                                                                                                                                 |         |                                                                                                                                                                 |
|               Loss allocated to minority interest                   |                           |                    |               (274,546)                                                                             |                                                                                                                                                                 |         |                   (4,236)                                                       |
|               Depreciation and amortization                         |                           |     |                 117,030                                                                   |                                                                                                                                                                 |         |                   10,287                                                        |
|               Amortization of debt discount                         |                           |                    |                   58,904                                                        |                                                                                                                                                                 |         |                   58,904                                                        |
|               Stock options issued for consulting fees              |                           |     |                           -   |                                                                                                                                                                 |         |                 741,000                                                                   |
|               Common stock issued for payment of expenses           |                           |                    |                     2,278                                             |                                                                                                                                                                 |         |                           -   |
|               Common stock issued for payment of accrued wages      |                           |                    |                        954                             |                                                                                                                                                                 |         |                           -   |
|       Changes in assets and liabilities:                                                                    |                           |                    |                                                                                                                                                                 |                                                                                                                                                                 |         |                                                                                                                                                                 |
|               Accounts receivable                                   |                           |                    |                 295,286                                                                   |                                                                                                                                                                 |         |                           -   |
|               Inventory                                        |                           |                    |               (140,419)                                                                             |                                                                                                                                                                 |         |                           -   |
|               Deposits and retainers                                |                           |                    |                   16,695                                                        |                                                                                                                                                                 |         |                           -   |
|               Employee and related party receivables           |                           |                    |                           -   |                                                                                                                                                                 |         |                   (4,263)                                                       |
|               Prepaid expenses                                      |                           |                    |                      (682)                                       |                                                                                                                                                                 |         |                           -   |
|               Accounts payable                                      |                           |     |                   24,676                                                        |                                                                                                                                                                 |         |                   94,580                                                        |
|               Accrued compensation                                  |                           |                    |                   21,523                                                        |                                                                                                                                                                 |         |                 (67,825)                                                                  |
|               Accrued interest payable                         |                           |                    |                 191,610                                                                   |                                                                                                                                                                 |         |                   (1,035)                                                       |
|               Deposit on exclusivity agreement                      |                           |                    |                           -   |                                                                                                                                                                 |         |               (280,000)                                                                             |
|                                                                                                             |                           |                    |                                                                                                                                                                      |                                                                                                                                                                 |         |                                                                                                                                                                      |
|               Net cash used by operating activities                 |                           |                    |               (516,358)                                                                             |                                                                                                                                                                 |         |               (368,523)                                                                             |
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                               |                                                                        |   |        |                                                                                                |
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                               |                                                                   |   |        |                                                                                           |
| CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                                     |                           |                    |                                                                                                                                                                 |                                                                                                                                                                 |         |                                                                                                                                                                 |
|               Patent costs                                     |                           |                    |                           -   |                                                                                                                                                                 |         |                 (12,715)                                                                  |
|               Purchase of equipment                                 |                           |                    |                 (50,204)                                                                  |                                                                                                                                                                 |         |                           -   |
|               Leasehold improvements                                |                           |                    |                 (49,829)                                                                  |                                                                                                                                                                 |         |                           -   |
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                               |                                                                        |   |        |                                                                                                |
|               Net cash used in investing activities                 |                           |                    |               (100,033)                                                                             |                                                                                                                                                                 |         |                 (12,715)                                                                  |
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                               |                                                                        |   |        |                                                                                                |
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                               |                                                                   |   |        |                                                                                           |
| CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                                     |                           |                    |                                                                                                                                                                 |                                                                                                                                                                 |         |                                                                                                                                                                 |
|               Payment of capital equipment lease                    |                           |                    |                 (42,667)                                                                  |                                                                                                                                                                 |         |                           -   |
|               Payment of notes payable                              |                           |                    |                 (49,409)                                                                  |                                                                                                                                                                 |         |                 (16,282)                                                                  |
|               Proceeds from borrowing                               |                           |                    |                 134,326                                                                   |                                                                                                                                                                 |         |                           -   |
|               Proceeds from sale of common stock               |                           |                    |                   78,222                                                        |                                                                                                                                                                 |         |                   40,000                                                        |
|               Proceeds from minority interest capital contribution  |                           |                    |                           -   |                                                                                                                                                                 |         |              5,000,000                                                                                   |
|               Payment on acquisition agreement                 |                           |                    |                           -   |                                                                                                                                                                 |         |            (2,500,000)                                                                                             |
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                               |                                                                        |   |        |                                                                                                |
|               Net cash provided by financing activities             |                           |                    |                 120,472                                                                   |                                                                                                                                                                 |         |              2,523,718                                                                                   |
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                               |                                                                        |   |        |                                                                                                |
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                               |                                                                   |   |        |                                                                                           |
| Net increase (decrease) in cash (including restricted cash)                                                                               |                           |                    |               (495,919)                                                                             |                                                                                                                                                                 |         |              2,142,480                                                                                   |
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                               |                                                                   |   |        |                                                                                           |
| Cash and cash equivalents, beginning of period                                                                                            |                           |                    |              2,193,604                                                                                   |                                                                                                                                                                 |         |                 432,155                                                                   |
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                               |                                                                        |   |        |                                                                                                |
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                               |                                                         |   |        |                                                                                           |
| Cash and cash equivalents, end of period                                                                                                  |                           | $                  |              1,697,685                                                                                   |                                                                                                                                                                 | $       |              2,574,635                                                                                   |
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                               |                                                                        |   |        |                                                                                                |
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                               |                                                                   |   |        |                                                                                           |
| SUPPLEMENTAL CASH FLOW INFORMATION:                                                                                                       |                           |                    |                                                                                                                                                                 |                                                                                                                                                                 |         |                                                                                                                                                                 |
|               Interest paid                                         |                           |               | $                                                                                                                                                                    |                           -   |    | $                                                                                                                                                                    |                   32,760 |
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                               |                                                                        |   |        |                                                                                                |
|               Income taxes paid                                     |                           | $                  |                           -   |                                                                                                                                                                 | $       |                           -   |
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                               |                                                                        |   |        |                                                                                                |
|                                                                                                                                      |                           |               |                                                                                                                                                                 |                                                                                                                                                                 |    |                                                                                                                                                                 |                                                                                                               |                                                                   |   |        |                                                                                           |
| NON-CASH TRANSACTIONS:                                                                                                                    |                           |                    |                                                                                                                                                                 |                                                                                                                                                                 |         |                                                                                                                                                                 |
|               Stock options issued for consulting fees              |                           | $                  |                           -   |                                                                                                                                                                 | $       |                 741,000                                                                   |
|               Common stock issued for accrued compensation          |                           | $                  |                   44,000                                                        |                                                                                                                                                                 | $       |                           -   |
|               Equipment acquired via capital lease                  |                           | $                  |                   15,612                                                        |                                                                                                                                                                 | $       |                           -   |
|               Relocation costs                                      |                           | $                  |                   47,000                                                        |                                                                                                                                                                 | $       |                           -   |
|               Debt incurred in acquisition of subsidiary's property |                           |                    |                                                                                                                                                                 |                                                                                                                                                                 |         |                                                                                                                                                                 |
|                      and patents |                           | $                  |                           -   |                                                                                                                                                                 | $       |              8,157,208                                                                                   |
|                                                                                                                                           |                                |                    |                                                                                                                                                                      |                                                                                                                                                                      |         |                                                                                                                                                                      |                                                                                                               |                                                                        |        |        |                                                                                                |

The accompanying condensed notes are an integral part of these consolidated financial statements.F-3

----

**ENVIROKARE TECH, INC.****NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS****MARCH 31, 2006**

**NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION**

Envirokare Tech, Inc. (hereinafter, "the Company" or "Envirokare") was incorporated in June 1998 under the laws of the State of Nevada.  In December 1998, the Company acquired assets of a business engaged in developing a rubber mold technology and patent rights potentially applicable to future development of a pallet made of recycled materials.  The Company believes the early-stage rubber mold technology to be of marginal commercial value.

During 2001, the Company acquired the licensing rights to a proprietary thermoplastic processing technology, the TPF Thermoplastic FlowformingTM process.  The Company utilized the license to design and develop early stage product prototypes, primarily applications within the materials handling industry.  

Subsequent to obtaining licensing rights for the TPF Thermoplastic Flowforming technology, in March, 2005, the Company announced that it had executed a definitive merger agreement with the developer of the TPF Thermoplastic Flowforming technology, in which Thermoplastic Composite Design (hereinafter, "TCD") merged with and into the Company's wholly-owned subsidiary, Envirokare Composites Corp. (hereinafter, "ECC").  The transaction combined all of TCD's business, including its intellectual property, assets and contracts, with ECC.  The merger agreement provides for an initial payment of $2.5 million to TCD shareholders and a subsequent schedule of payments over a seven-year period which, in total, will amount to $15 million.  See Note 13.

Also in March, 2005, the Company announced that ECC had executed a 50:50 joint venture agreement with Nova Chemicals, Inc. ("Nova"), to create a new company, LRM Industries LLC ("LRM"), to commercialize the Company's TPF Thermoplastic Flowforming technology.  The Company contributed its intellectual property rights, technology, manufacturing equipment and all TPF Thermoplastic Flowforming business activities which were acquired through the merger with TCD into the joint venture, while Nova contributed certain specified capital and services. The joint venture is being accounted for as a majority control subsidiary, with Nova's interest treated as a minority interest.  See Note 13.    

The Company's joint venture interest has a current operating strategy that is based on developing products to be manufactured by the TPF Thermoplastic Flowforming process, as well as marketing the TPF Thermoplastic Flowforming technology to potential sublicensees.  The Company maintains offices in New York, New York.  The Company has elected a fiscal year-end of December 31.

The Company's consolidated financial statements include the following entities:  Envirokare Composite Corp., Thermoplastic Composite Designs, Inc., and LRM Industries, LLC.

All intercompany accounts and transactions have been eliminated in the consolidation.

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Regulation S-B as promulgated by the Securities and Exchange Commission ("SEC").  Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements.  These unaudited interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2005.  In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period.  Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company's financial position and results of operations.

Operating results for the three month period ended March 31, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006.

**NOTE 2 - SUMMARY OF ACCOUNTING POLICIES**

Earnings Per Share

Statement of Financial Accounting Standards No. 128, "Earnings Per Share", requires the reporting of basic and diluted earnings/loss per share.  Basic loss per share is calculated by dividing net loss by the weighted average number of outstanding common shares during the year.  Outstanding options and warrants have been excluded from the calculation of diluted loss per share as they would have been antidilutive.  Accordingly, the basic and diluted net loss per share amount is the same. ** **

For the three month period ended March 31, 2006 and the year ended December 31, 2005, the Company had the following outstanding options and warrants that are considered anti-dilutive:
|                                   |   | **Outstanding             March 31,             2006** |   | **Outstanding             December 31,             2005** |
|----------------------------------------|--------|--------------------------------------------------------|--------|-----------------------------------------------------------|
|                                   |   |                                                        |   |                                                           |
| Stock options                          |   |    17,064,449                                |   |     17,414,449                             |
| Stock warrants                         |   |    14,666,250                                |   |     16,816,250                             |
|                                   |   |                                                        |   |                                                           |
| Total outstanding options and warrants |   |    31,730,699                                |   |     34,230,699                             |

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As shown in the accompanying financial statements, as amended and restated, the Company has incurred an accumulated deficit of $20,278,163 which includes a net loss of $829,666 for the three months ended March 31, 2006, and has a working capital deficit and revenues of $40,222.  The Company is currently marketing the TPF Thermoplastic Flowforming technology which will, if successful, mitigate these factors which raise substantial doubt about the Company's ability to continue as a going concern.  Management plans to fund operations from sales of its debt and equity in the near-term and from product sales, product development agreements and proceeds realized from licensing the TPF Thermoplastic Flowforming technology on an ongoing basis.  The Company has historically raised equity capital through the sale of its common and preferred stock.  The Company has also raised debt capital through private placement offerings and borrowings.  Management has proceeded as planned in the ongoing development of numerous products composed of long-fiber reinforced thermoplastic composite, through its 50% interest in its joint venture, LRM.  LRM management is also marketing the TPF Thermoplastic Flowforming technology to various potential clients with the intent of establishing product development agreements, with the agreements to include provisions for manufacturing and marketing successfully developed products.  LRM management anticipates that the joint venture company will realize licensing fee revenues in the near future. **** The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in its present form.

Guarantees and Restricted Cash

In November 2002, the Financial Accounting Standards Board issued FASB Interpretation ("FIN") No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others" ("hereinafter" FIN 45 or Interpretation").  FIN 45 expands the disclosure requirements to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued.  The Interpretation also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee.  Certain guarantees, including (i) an original lessee's guarantee of the lease payments when the lessee remains secondarily liable in conjunction with being relieved from being the primary obligor and (ii) a parent's guarantee of a subsidiary's debt to a third party, and a subsidiary's guarantee of debt owed to a third party by either its parent or another subsidiary of that parent, are excluded from the provisions related to liability recognition.  These guarantees, however, are subject to the disclosure requirements of the Interpretation.  Although there is a capital lease in place which was executed by LRM, Envirokare, as a parent has not guaranteed this debt which is owed to a third party, and in fact has a third party position, with respect to the capital lease obligation, which is excluded from the disclosure requirements of the Interpretation, and the Company is not required to recognize a liability for the guarantee by its subsidiary.  Although a Company subsidiary (LRM) has guaranteed debt owed to a third party, this guarantee is excluded from the provisions of FIN 45 related to liability recognition.  The Company has elected to disclose the transaction for purposes of providing additional clarity to its subsidiary's operations.

During the year ended December 31, 2005, the Company's joint venture interest, LRM, secured a capital lease for purposes of acquiring a key component of production line equipment.  The Company borrowed the funds required to acquire the equipment and will make payments on this obligation over a five year period, commencing in 2006.  The Company shows the cash received from this financing as Restricted cash and in its Prepaid expense accounts on its consolidated balance sheets.  See Note 12.

Inventories

The Company records inventories at the lower of cost or market on a first-in, first-out basis.  See Note 3.

**NOTE 3 - INVENTORY**

The cost of finished goods includes the cost of raw material, direct and indirect labor, and other indirect manufacturing costs.  As of March 31, 2006, the Company has not incurred losses from write-downs to market.

Inventories at March 31, 2006 and December 31, 2005 consist of the following:
|            |   |   | **March 31,             2006**                                                  |   |   | **December 31,             2005**                                          |
|-----------------|--------|--------|---------------------------------------------------------------------------------|--------|--------|----------------------------------------------------------------------------|
|            |   |   |                                                                                 |   |   |                                                                            |
| Materials       |   | $      |              10,587 |   | $      |              - |
| Work-In-Process |   |   |            129,832            |   |   |              - |
| Finished goods  |   |   |              -      |   |   |              - |
|            |   |   |                                                                                 |   |   |                                                                            |
|            |   | $      |            140,419            |   | $      |              - |
|            |   |   |                                                                                 |   |   |                                                                            |

**NOTE 4 - PROPERTY AND EQUIPMENT**

Property and equipment are stated at cost.  Depreciation is provided using the straight line method over the estimated useful lives of the assets, which range from three to seven years.  Molds will be depreciated over their estimated useful lives once placed in service.  During the quarter ended June 30, 2005, the Company deemed that pallet molds valued at $43,000 were of no commercial value and expensed the value of these molds. Additionally, during the quarter ended September 30, 2005, the Company expensed the value of a top cap and pallet mold valued at $112,912.  None of the molds expensed during the year ended December 31, 2005, or the molds previously deemed to be of no commercial value, are carried in valuations of the Company's assets.  The costs included in molds as of December 31, 2005 are comprised of design, machining, manufacturing and delivery and relate to the Beam mold and are valued at $16,000.  This mold is being depreciated over a five year period.  Depreciation expense for the three months ended March 31, 2006 and 2005 is $12,489 and $10,287, respectively.

The following is a summary of the Company's equipment and related accumulated depreciation at March 31, 2006 and December 31, 2005:
|                                 |   |   | **March 31,**                                                 |   |   | **December 31,**                                                                                                     |
|--------------------------------------|--------|--------|---------------------------------------------------------------|--------|--------|----------------------------------------------------------------------------------------------------------------------|
|                                 |   |   | **2006**                                                      |   |   | **2005**                                                                                                             |
|                                 |   |   |                                                               |   |   |                                                                                                                      |
| Office equipment                     |   | $      |           24,300 |   | $      |           25,292                                                        |
| Molds                                |   |   |           16,000 |   |   |           16,000                                                        |
| Equipment                            |   |   |         548,945            |   |   |         482,137                                                                   |
| Leasehold improvements               |   |   |           49,829 |   |   |                     - |
| Buildings                            |   |   |           50,000 |   |   |           50,000                                                        |
| Land                                 |   |   |         350,000            |   |   |         350,000                                                                   |
|                                 |   |   |                                                               |   |   |                                                                                                                      |
|                                 |   |   |      1,039,074                            |   |   |         923,429                                                                   |
| Less:  Accumulated depreciation |   |   |          (60,152)     |   |   |          (47,663)                                                            |
|                                 |   |   |                                                               |   |   |                                                                                                                      |
|                                 |   | $      |         978,922            |   | $      |         875,766                                                                   |
|                                 |   |   |                                                               |   |   |                                                                                                                      |

**NOTE 5 - INTANGIBLE ASSETS**

In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141, "Business Combinations" (hereinafter "SFAS No. 141") and Statement of Financial Accounting Standard No. 142, "Goodwill and Other Intangible Assets" (hereinafter "SFAS No. 142"). SFAS No. 141 provides for the elimination of the pooling-of-interest method of accounting for business combinations with an acquisition date of July 1, 2001 or later. SFAS No. 142 prohibits the amortization

of goodwill and other intangible assets with indefinite lives and requires periodic reassessment of the underlying value of such assets for impairment. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001.  The Company adopted SFAS No. 142. Application of the nonamortization provision of SFAS No. 142 is expected to result in no change to the Company's reported results of operations.

Intangible assets are tested for impairment on an annual basis. At March 31, 2006 and December 31, 2005, the Company has determined that the carrying value of its intangible assets are fully recoverable, as more fully described below.

Patent Acquisition Costs and Technology Rights

In March, 2005, the Company announced that it had executed a definitive merger agreement in which TCD merged with and into the Company's wholly-owned subsidiary, Envirokare Composites Corp. (hereinafter, "ECC").  The transaction combined all of TCD's business, including its intellectual property, property, plant and other assets, including contracts with ECC.  Upon completion of the merger with TCD into the Company's wholly-owned subsidiary, ECC, the intellectual property rights, technology, manufacturing equipment and all TPF Thermoplastic Flowforming business activities of TCD were assigned to LRM, through ECC.  The intangible asset obtained in the acquisition of TCD was incorporated into and recorded as patent value, in conjunction with the purchase price for TCD, including the real property and equipment of TCD.  The value ascribed to the intangible asset is an amount of $7,394,708.  The Company amortizes this patent value over a twenty year period and utilizes a discount rate of 12% in ascribing the value to the intangible asset obtained.  See Note 13.

**NOTE 6 - NOTES PAYABLE TO SHAREHOLDERS**

During the year period ended March 31, 2006, the Company entered into a promissory note arrangement with a Company shareholder, in the principal amount of $100,000.  The note bears an interest rate of 8.5% per annum with interest payment payable in 24 equal monthly installments of $708 commencing March 10, 2006, payable in arrears.  Interest is payable monthly at the rate of Eight and one half percent (8 1⁄2%) per annum due on or before the 10th day of each month, payable in arrears.  Principal and any unpaid interest are payable in full two years from the date of the promissory note issuance.  Principal (and any interest) due to the note holder may be prepaid or paid in advance, in whole or in part, at any time without premium or penalty.  The loan is secured by a mortgage on property owned by the Company's wholly-owned subsidiary, ECC.  See Note 7. 

During the year ended December 31, 2003, the Company entered into a promissory note arrangement with two Company shareholders, in the principal amount of $100,000.  The note bears an interest rate of 15% per annum with principal and interest payment payable in 36 equal monthly installments of $3,467 commencing September 1, 2003.  Three common stock warrants are attached to each dollar of debt, with an exercise price of $0.20 per share, with each warrant being valued at $0.11 per share.  These warrants are fully exercisable for up to three years from the dates of issuance.  The Company used the assumptions of a 4% interest rate, volatility of 69% and a three-year period to calculate the warrant value.   The calculated fair value of the warrants, in the amount of $32,810, has been recorded as a discount on the debt issued and is being amortized over the life of the debt.  During the years ended December 31 2003, 2004 and 2005, the Company has amortized this discount on debt, in the amounts of $3,646 $10,938 and $10,938, respectively.  The accumulated amortization for the respective years is $3,646, $14584 and $25,520.  During the three months ended March 31, 2006, the Company has amortized this discount on debt in an amount of $2,735.  The accumulated amortization for the discount on debt relating to this promissory note is $28,255. The amortization previously described is reflected in the financial statements as a charge to interest for the respective periods. See Note 9.

During the year ended December 31, 2003, the Company entered into a promissory note with a director and shareholder, in the principal amount of $200,000.  The note bears an interest rate of 15% per annum, with principal and interest payment payable in 36 equal monthly installments of $6,933, commencing January 1, 2003.  Three common stock warrants are attached to each dollar of debt, with an exercise price of $0.20 per share, with each warrant being valued at $0.13 per share.  These warrants are fully exercisable for up to three years.  The Company used the assumptions of a 4% interest rate, volatility of 69% and a three-year period to calculate the warrant value.  The calculated fair value of the warrants, in the amount of $78,000, has been recorded as a discount on the debt issued and is being amortized over the life of the debt.  During the years ended December 31, 2005 and 2004, the Company has amortized this discount on debt, in an amount of $26,000 for each year.  This amortized amount increased accumulated amortization for the years ended December 31, 2005 and 2004 in the amount of $26,000, in each respective year.  During the three months ended March 31, 2006, the Company has amortized this discount on debt in an amount of $6,500.  The accumulated amortization for the discount on debt relating to this promissory note is $58,500. The amortization previously described is reflected in the financial statements as a charge to interest for the respective periods.  See Note 9.

In December 2003, with the exception of the notes discussed in the two paragraphs above, the Company rolled all of its remaining outstanding notes payable and accrued interest to related parties into new notes.  These notes bear an interest rate of 12% per annum, with interest payments made in equal monthly installments of varying amounts, commencing on January 1, 2004.  Common stock warrants to purchase up to an aggregate of 5,125,000 shares of Company common stock were attached to these loans, with an exercise price of $0.24 per share.  The Company calculated a fair value for these warrants, in the amount of $138,888.  The Company used the assumptions of a 4% interest rate, volatility of .69% and a three-year term to calculate the warrant value.  Subsequent to reporting the original transaction as previously described, the Company discovered a defect in the assumptions utilized to calculate the fair value of the newly issued and extended warrants.  The revised assumptions utilized to calculate the warrant value are a 4% interest rate, volatility of 69% and a three-year term.  The restated warrant valuation of $596,038 has been recorded as a discount on the debt issued and is being amortized over the life of the debt.  During the years ended December 31, 2005 and 2004, the Company has amortized this discount on debt, in an amount of $198,679 in each respective year.  During the three months ended March 31, 2006, the Company has amortized this discount on debt, in an amount of $49,670.  During the three month period ended March 31, 2006, this amortized amount increased accumulated amortization pertaining to this promissory note to $447,028.  The amortization previously described is reflected in the financial statements as a charge to interest for the respective periods.  See Note 9.

**NOTE 7 - LONG-TERM DEBT**

Summarized information about the Company's long-term debt at March 31, 2006 and December 31, 2005, is as follows: 
|                                                                                                                                                                                     |   |   |                                                                                 |   | **Three Months             ended March 31,             2006** |                                                                             |   | **December 31,             2005** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------------------------------------------------------------------------------------|--------|---------------------------------------------------------------|----------------------------------------------------------------------------------|--------|-----------------------------------|
|                                                                                                                                                                                     |   |   |                                                                                 |   |                                                               |                                                                             |   |                                   |
| Note payable, interest payable at 8.5%,                   loan maturing in February 2008, mortgage                   provided on ECC property (see Note 6) |   | $      |           100,000                       |   | $                                                             |               - |
|                                                                                                                                                                                     |   |   |                                                                                 |   |                                                          |                                                                             |
| Shareholder notes, monthly principal and                                                                                                                                                 |   |   |                                                                                 |   |                                                          |                                                                             |
|       interest payments at 15%, maturing                   July and December, 2006, uncollateralized                                                       |   |   |             93,596            |   |                                                          |           124,795                   |
|                                                                                                                                                                                     |   |   |                                                                                 |   |                                                          |                                                                             |   |                              |   |
| Shareholder notes, monthly interest                                                                                                                                                      |   |   |                                                                                 |   |                                                          |                                                                             |
|       payments at 12%, maturing December,                                                                                                                                 |   |   |                                                                                 |   |                                                          |                                                                             |
|       2006, uncollateralized                                                                                                                                              |   |   |        1,375,890                                       |   |                                                          |        1,375,890                                   |
|                                                                                                                                                                                     |   |   |                                                                                 |   |                                                          |                                                                             |   |                              |   |
| Note payable, interest accrued at 10%,                                                                                                                                                   |   |   |                                                                                 |   |                                                          |                                                                             |
|       payable at an undetermined date                                                                                                                                     |   |   |                                                                                 |   |                                                          |                                                                             |
|       (see Note 12), uncollateralized                                                                                                                                     |   |   |             61,965            |   |                                                          |             61,965        |
|                                                                                                                                                                                     |   |   |                                                                                 |   |                                                          |                                                                             |   |                              |   |
| Capital lease agreements, maturing at                                                                                                                                                    |   |   |                                                                                 |   |                                                          |                                                                             |
|       various date in 2006, 2007, and in 2010                                                                                                                             |   |   |                                                                                 |   |                                                          |                                                                             |
|       collateralized by equipment                                                                                                                                         |   |   |           299,382                       |   |                                                          |           323,455                   |
|                                                                                                                                                                                     |   |   |                                                                                 |   |                                                          |                                                                             |   |                              |   |
| Note payable, monthly principal                                                                                                                                                          |   |   |                                                                                 |   |                                                          |                                                                             |
|       and interest payments at 12%, maturing                                                                                                                              |   |   |                                                                                 |   |                                                          |                                                                             |
|       October, 2008, uncollateralized                                                                                                                                     |   |   |               9,354 |   |                                                          |            10,144              |
| Note payable to TCD shareholders,                   (Net Present Value), 12% discount rate,                   maturing at various dates until 2013         |   |   |        5,683,972                                       |   |                                                          |        5,683,972                                   |
| Less:  Current portion                                                                                                                                                              |   |   |       (1,681,338)                                           |   |                                                          |      (1,572,794)                                             |
|                                                                                                                                                                                     |   |   |                                                                                 |   |                                                               |                                                                             |   |                                   |
|                                                                                                                                                                                     |   |   |                                                                                 |   | $                                                             |        5,942,821                                   |   |  $                           |        6,007,427 |
|                                                                                                                                                                                     |   |   |                                                                                 |   |                                                          |                                                                                  |   |                              |  |
|                                                                                                                                                                                          |        |        |                                                                                      |        |                                                               |                                                                                  |        |                                   |  |  |

Loan maturities for each of the five years following March 31, 2006 are as follows:
| 2006   |   | $      |       1,543,878                            |
|--------|--------|--------|---------------------------------------------------------------------|
| 2007   |   |   |          111,694            |
| 2008   |   |   |          204,581            |
| 2009   |   |   |            96,288 |
| 2010   |   |   |            96,288 |
|   |   |   |                                                                     |
|   |   | $      |       2,052,729                            |
|   |   |   |                                                                     |

**NOTE 8 - COMMON STOCK**

During the three months ended March 31, 2006, the Company issued 88,000 shares of its common stock when warrants were exercised at a price of $0.50 per share for a total of $44,000 set off against accrued wages payable.  Additionally, 350,000 shares were issued when stock options were exercised at a price of $0.23 per share for a total of $78,222 in cash proceeds and $2,278 set off to accounts payable for expenses.  See Note 9.

During the year ended December 31, 2005, the Company issued 3,612,500 shares of its common stock when warrants were exercised at prices ranging between $0.25 and $0.50 per share for a total of $920,317 in cash proceeds and $300,629 set off against accrued wages payable.  Additionally, 1,076,086 shares were issued when stock options were exercised at prices ranging between $0.23 and $0.30 per share for a total of $362,358 in cash proceeds and $47,000 set off to accounts payable for legal services.  In addition, the Company issued 614,465 shares of its common stock when options were exercised by a former Company executive at $0.23 per share, with payment set off against severance owing to the former executive.  See Note 9.

During the year ended December 31, 2004, the Company received $780,750 from the private sale of 3,903,750 shares of its common stock at an average of $0.23 per share.  In addition, these purchasers received warrants to purchase additional shares of common stock, exercisable at $0.40 per share for a period of two to three years.  The warrants were valued at $238,560.  Additionally, 647,836 shares were issued in consideration for $34,000 in accounts payable debt and $100,000 in related party debt.  The fair market value of the shares issued for accounts payable and related party debt were $0.23 and $0.18, respectively.  Also during 2004, the Company issued 1,400,000 shares of its common stock upon the exercise of warrants by Nova Chemicals, Inc.  

**NOTE 9 - STOCK OPTIONS AND WARRANTS**

Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (hereinafter "SFAS No. 123"), defines a fair value-based method of accounting for stock options and other equity instruments.  The Company has adopted this method, which measures compensation costs based on the estimated fair value of the award and recognizes that cost over the service period.  In accordance with SFAS No. 123, the fair value of stock options and warrants granted are estimated using the Black-Scholes Option Price Calculation.  In December 2004, the Financial Accounting Standards Board issued a revision to Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-Based Payments" (hereinafter "SFAS No. 123 (R)").  This statement replaces FASB Statement No. 123, "Accounting for Stock-Based Compensation", and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS No. 123 (R) establishes standards for the accounting for share-based payment transactions in which an entity exchanges its equity instruments for goods or services.  It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments.  This statement covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based award, share appreciation rights and employee share purchase plans.  SFAS No. 123 (R) requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the grant date ( with limited exceptions).  That cost will be recognized in the entity's financial statements over the period during which the employee is required to provide services in exchange for the award.  The Company does not expect an impact on its overall results from operations and financial position from adopting the provisions as provided for under SFAS No. 123R.

The following assumptions were made to value the stock options and warrants for the year ended December 31, 2005: risk-free interest rate of 3 to 4%, volatility ranging from 72% to 94%, and terms of three to ten years.  The following assumptions were made to value the stock options and warrants for the year ended December 31, 2004: risk-free interest rate of 4%, volatility of 53%, and terms of three to nine years.    

Stock Options

Summarized information about stock options outstanding and exercisable at March 31, 2006 is as follows:
|   | **Options Outstanding** |   | **Options Exercisable**                                                |
|--------|-------------------------|--------|------------------------------------------------------------------------|
|   |                         |   |                                                                        |
|   | **Exercise Price**      |   | **Number of Shares             Under Options             Outstanding** |   | **Weighted Average             Remaining             Contractual Life             (Years)** |   |   | **Weighted Average             Exercise Price** |   | **Number of Shares             Under Options               Exercisable** |   |   | **Weighted Average             Exercise Price** |
|   |                         |   |                                                                        |   |  |   |   |  |   |  |   |   |  |
| $      | 0.23                    |   | 5,784,449                                                              |   | 7.50 |   | $ | 0.23 |   | 7,784,449 |   | $ | 0.23 |
|   | 0.30                    |   | 50,000                                                                 |   | 3.50 |   |   | 0.30 |   | 50,000 |   |   | 0.30 |
|   | 0.40                    |   | 250,000                                                                |   | 3.50 |   |   | 0.40 |   | 250,000 |   |   | 0.40 |
|   |   0.575            |   | 250,000                                                                |   | 3.50 |   |   |  0.575 |   | 250,000 |   |   |   0.575 |
|   | 0.75                    |   | 600,000                                                                |   | 9.75 |   |   | 0.75 |   | 0 |   |   | 0.75 |
|   | 0.94                    |   | 1,300,000                                                              |   | 1.95 |   |   | 0.94 |   | 1,300,000 |   |   | 0.94 |
|   |   0.965            |   | 8,830,000                                                              |   | 9.20 |   |   |  0.965 |   | 6,330,000 |   |   |    0.965 |
|   |                         |   |                                                                        |   |  |   |   |  |   |  |   |   |  |
| $      | 0.23 - 0.965            |   | 17,064,449                                                             |   | 7.90 |   | $ | 0.69 |   | 14,314,449 |   | $ | 0.62 |
| **Equity Compensation Plans             Approved by Shareholders** |   | **Shares Issuable Upon Exercise of             Outstanding Options** |   | **Weighted Average             Exercise Price** |   | **Shares Available             for Issuance** |
|--------------------------------------------------------------------|--------|----------------------------------------------------------------------|--------|-------------------------------------------------|--------|-----------------------------------------------|
|                                                                    |   |                                                                      |   |                                                 |   |                                               |
| 1999 Equity Incentive Plan                                         |   |  550,000                                                        |   | $0.47                                           |   |  2,598,570                               |
|                                                               |   |                                                                      |   |                                                 |   |                                               |

Following is a summary of the Company's stock option activity during the three months ended March 31, 2006:
|                                     | ** Shares**                                                       |   |   | ** Weighted             Average             Exercise             Price** |
|------------------------------------------|------------------------------------------------------------------------|--------|--------|-------------------------------------------------------------------------------|
|                                     |                                                                        |   |   |                                                                               |
|                                     |                                                                   |   |   |                                                                          |
| Options outstanding at December 31, 2005 |         17,414,449                  |   | $      | 0.68                                                                          |
| Exercised                                |            (350,000) |   |   | 0.23                                                                          |
|                                     |                                                                        |   |   |                                                                               |
| Options outstanding at December 31, 2005 |         17,064,449                  |   | $      | 0.69                                                                          |
|                                     |                                                                        |   |   |                                                                               |

Options issued, for the year ended December 31, 2005, by the Company totaled 10,730,000 and include the number of shares under options outstanding of 1,300,000 shares issued to LRM employees and consultants, at a strike price of $0.94 per share and a three year exercise period with immediate vesting of the option grants, and 8,830,000 shares issued to the Company's management team and consultants, at a strike price of $0.965 per share and a ten year exercise period.  Of the grants issued to Company's management team and consultants, 2,500,000 shares are not included in the options exercisable section of the tabular format above but are included in the options issued section of the tabular format, as the vesting of these options is subject to certain performance criteria that must be met by LRM Industries prior to vesting, with these options being issued to two Company management team members.  The Company has calculated the future value of these non-vested option grants to be $1,875,000 and will recognize the effect of this valuation in its financial statements as the vesting criteria are achieved and the option grants become vested.  These non-vested options previously discussed are exercisable only if LRM achieves: (i) $40,000,000 in annual revenue or (ii) has 17% profit based on pre tax income, in any 4 calendar years ending December 31, 2005, 2006, 2007 and 2008.  In connection with the 1,300,000 options issued to LRM employees and consultants, these options were issued as a part of their respective employment and consulting agreements to retain their services for the newly created joint venture entity, LRM Industries. The fair value ascribed to the option grants is $741,000, which amount has been recorded as a compensation expense at the time of the grants.  See Note 13.

Additionally, the Company granted 600,000 options to Board members during the year ended December 31, 2005, at a strike price of $0.75 per share.  These options vest 1⁄2 after one year from the date of issue and 1⁄2 two years after the date of issue, given that the Board members remain in their capacities with the Company.  Due to the vesting criteria established for these Board members, the Company will not recognize the effect of the compensation, until such time as the options vest.  The assumptions used to calculate the fair value of the options issued to former TCD shareholders are, a risk-free interest rate of 4%, volatility of 94% and a term of three years.  The options granted to Company management and consultants were rewards for efforts expended and achievements made by virtue of completion of the merger agreement of TCD into the Company's wholly-owned subsidiary ECC, formation of the joint venture with an established plastics industry partner, Nova Chemicals, Inc. and for various additional management services provided to the Company since 2003 and as incentive for services to be provided to the Company in future years.  The assumptions used to calculate the fair value of the options issued to management and consultants are presently contained in this Note 9 as, a risk-free interest rate of 3%, volatility of 72% and a term of ten years.  The expense recorded during the period ended June 30, 2005 is $4,747,500 and allocated to Professional fees - related parties and Professional fees - other, in the amounts of $4,653,900 and $93,600, respectively.  Any deferred expense will be recorded when it appears likely that the LRM operating performance criteria, as previously set out, will be achieved.

The weighted average fair market value of stock options granted for the three months ended March 31, 2006 and the year ended December 31, 2005 was $0.69 and $0.68, respectively. 

Common Stock Warrants

Summarized information about common stock warrants outstanding and exercisable at March 31, 2006 and December 31, 2005 is as follows:
|                       |   | ** Common Shares             Under Warrants**                          |   | **Exercise Price             Per Share** |   | **Weighted Average             Fair Value             Per Share             At Grant Date** |   | **Expiration Date** |
|----------------------------|--------|-----------------------------------------------------------------------------|--------|------------------------------------------|--------|---------------------------------------------------------------------------------------------|--------|---------------------|
|                       |   |                                                                             |   |                                          |   |                                                                                             |   |                     |
|                       |   |                                                                        |   |                                     |   |                                                                                        |   |                |
| Balance, December 31, 2005 |   |      16,816,250                                         |   | $0.20 - $0.75                            |   | $0.37                                                                                       |   | 2/05 - 9/14         |
|                       |   |                                                                        |   |                                     |   |                                                                                        |   |                |
| Exercise of warrants       |   |             (88,000) |   | $0.50                                    |   | $0.28                                                                                       |   | 1/06                |
|                       |   |                                                                        |   |                                     |   |                                                                                        |   |                |
| Expiration of warrants     |   |        (2,062,000)                            |   | $0.40 - $0.50                            |   | $0.45                                                                                       |   | 1/06                |
|                       |   |                                                                             |   |                                          |   |                                                                                             |   |                     |
|                       |   |                                                                        |   |                                     |   |                                                                                        |   |                |
| Balance, March 31, 2006    |   |      14,666,250                                         |   | $0.20 - $0.75                            |   | $0.36                                                                                       |   |  2/05 - 9/14   |

During the three months ended March 31, 2006, 88,000 shares of Company common stock were issued when common stock warrants were exercised at a price of $0.50 per share, subject to terms as contained within the respective warrant holder agreements.  An additional 2,062,000 warrants expired during the three month period ended March 31, 2006.

During the year ended December 31, 2005, 3,612,500 shares of Company common stock were issued when common stock warrants were exercised at prices ranging from $0.25 - $0.50 per share, subject to terms as contained within the respective warrant holder agreements.  An additional 561,250 warrants expired during the year ended December 31, 2005.

The Company has issued warrants associated with debt financings undertaken by the Company during the year ended December 31, 2003.  See note 6.

**NOTE 10 - RELATED PARTIES**

During the year ended December 31, 2005, options issued by the Company totaled 10,730,000 and include the number of shares under options outstanding of 1,300,000 shares issued to LRM employees and consultants and 8,830,000 shares issued to the Company's management team and consultants.  Of the grants issued to Company's management team and consultants, 2,500,000 shares are not included in the options exercisable section of the tabular format above but are included in the options issued section of the tabular format, as the vesting of these options is subject to certain performance criteria that must be met by LRM Industries prior to vesting, with these options being issued to two Company management team members.  See Note 9.

Additionally, during the year ended December 31, 2005, the Company granted 600,000 options to Board members during the period year ended December 31, 2005.  These options vest 1⁄2 after one year from the date of issue and 1⁄2 two years after the date of issue, given that the Board members remain in their capacities with the Company.  Due to the vesting criteria established for these Board members, the Company will not recognize the effect of the compensation, until such time as the options vest.

**NOTE 11 - INCOME TAXES**

At March 31, 2006, the Company had net deferred tax assets of approximately $3,590,000, principally arising from net operating loss carryforwards for income tax purposes.  The Company calculates its deferred tax asset using a combined State and Federal tax rate of 39.5%.  As the Company's management cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been established at March 31, 2006. 

The significant components of the deferred tax asset at March 31, 2006 and December 31, 2005 are as follows:  
|                                   |   |   |                                           |   |                                           | ** December 31,**                         |   |                                           | ** December 31,** |
|----------------------------------------|--------|--------|------------------------------------------------|--------|------------------------------------------------|------------------------------------------------|--------|------------------------------------------------|------------------------|
|                                   |   |   |                                           |   |                                           | ** 2005**                                 |   |                                           | ** 2004**         |
|                                   |   |   |                                           |   |                                           |                                                |   |                                           |                        |
| Net operating loss carryforward        |   | $      |        9,100,000 |   | $                                              |        8,300,000 |
|                                   |   |   |                                                |   |                                           |                                                |
|                                   |   |   |                                           |   |                                           |                                           |   |                                           |                   |
| Deferred tax asset                     |   |   |                                           | $      |        3,590,000 |                                           | $      |        2,800,000 |
|                                   |   |   |                                           |   |                                                |                                           |   |                                                |
| Deferred tax asset valuation allowance |   | $      |       (3,590,000)     |   | $                                              |       (2,800,000)     |
|                                   |   |   |                                                |   |                                           |                                                |

At March 31, 2006, the Company had net operating loss carryforwards of approximately $9,100,000, which expire in the years 2018 through 2026.  The change in the allowance account from December 31, 2005 to March 31, 2006 was $790,000. 

The Company recognized $5,488,500 of losses from the issuance of stock options during the year ended December 31, 2005, which were not deductible for tax purposes.

**NOTE 12 - COMMITMENTS AND CONTINGENCIES**

Operating Lease Agreements

The Company entered into a lease of office space in New York, New York on July 1, 2005 for a period of 24 months.  Lease payments are currently $4,542 per month, with additional charges for common area services.  The lease payment includes a provision for certain specific telephone and secretarial services. A security deposit was paid in the amount of $8,303.  Total payments under the lease for the three months ended March 31, 2006 were $13,626.

The Company entered into a lease for office space in Orlando, Florida on September 16, 2002 for a period of 36 months.  The lease ended during the current reporting period.  A security deposit was paid in the amount of $2,600, and the return of this deposit is pending.  Total payments under this lease for the year ended December 31, 2005 were $24,192.

The Company entered into a lease for office space in Boca Raton, Florida on February 7, 2001 for sixty months.  Lease payments, including charges for common area, are currently $4,942.  A security deposit and last month's rent were paid in the amount of $8,412.  A portion of this space was being subleased, with the sublessee reimbursing the Company $3,000 per month.  The Company's net lease payments amounted to $2,121.  Total net lease payments for the year ended December 31, 2005 were $27,940. 

The Company also records as rent expense, payments to officers and directors for lodging reimbursement, but the Company is not contractually bound by lease agreements to make such payments.  For the year ended December 31, 2005, the Company recorded payments in amounts of $14,034 related to these transactions.

Future annual minimum operating lease payments for the terms of the New York lease agreements are as follows for the years ending December 31:
|   |   |   | **New York             Office** |
|--------|--------|--------|---------------------------------|
|   |   |   |                                 |
| 2006   |   | $      | 40,878                          |
| 2007   |   | $      | 31,794                          |

The Company leases its facility in Mims, Florida, which was acquired in the acquisition of TCD, to its joint venture entity, LRM Industries, LLC.  The two-year agreement provides for rents of $7,000 per month, which lease completes in March 2007.  These transactions have been eliminated in the consolidation of these financial statements.

Capital Leases Agreements

During the year ended December 31, 2005, the Company's joint venture interest, LRM, secured a capital lease for purposes of acquiring a key component of production line equipment.  The equipment is valued at $392,200 and LRM had not taken delivery of the equipment as of the year ended December 31, 2005.  The Company will record the equipment in its property, plant and equipment, upon delivery, which is scheduled for the second quarter of 2006.  The Company borrowed the funds required to acquire the equipment and makes monthly payments on this obligation, in an amount of $8,024, over a five year period, commencing January 2006.  For the period ended March 31, 2006, the Company shows the cash received from this financing, including interest, in an amount of $301,924, as Restricted cash and an amount of $96,290 as a Prepaid expense on its consolidated balance sheets.  See Note 2.

During the year ended December 31, 2003, the Company acquired computer equipment through two capital leases.  The Company recognizes the value of the equipment in property, plant and equipment in the financial statements and the lease liability in both current liabilities and long-term liabilities on the financial statements.  The leases, totaling $9,463, are for 36 months, with interest and principal payments of $345 per month. 

During year ended December 31, 2004, the Company acquired additional computer equipment under capital lease agreements.  These leases, totaling $6,132, are for 36 months, with interest and principal payments of $222 per month. 

Litigation

The Company is a named defendant in an action filed by Mr. Real Morel in May 2000 in the Supreme Court of British Columbia, Canada. In this action, Mr. Morel alleges non-payment by the Company of amounts due pursuant to demand promissory notes.  After consultation with British Columbia legal counsel and a review of the circumstances surrounding the issuance of the notes, the Company has resolved to dispute this liability.  Management of the Company believes that the outcome will not have a material adverse effect on the financial position of the Company.  Although no further action has been taken with respect to this dispute, the Company intends to proceed to seek a dismissal of this matter through the Supreme Court of British Columbia, and pursue its legal options.  Company management believes that it will prevail in this matter and that the outcome of the action will not have a material adverse affect on the Company's operations. Since the creation of the promissory notes as previously described, the Company has accrued interest on the notes.  For the three months ended December 31, 2006, the accrued interest balance on these promissory notes is $45,559, and this amount is shown in the Company's Balance Sheet under the accrued interest account.

The Company was a named defendant along with others including a director of the Company in a proceeding filed in the Superior Court of Cumberland County, Maine by former employees of Sports Quest of New England LLC ("Sports Quest"), for back wages and penalties, which could have totaled more than $300,000.  The Company denied all liability, ownership, or other involvement with Sport Quest LLC.  During the period ended September 30, 2005, the Company entered into a settlement agreement with Sports Quest, wherein the Company made payment in the amount of $20,000 to Sports Quest, without admitting to any wrongful actions with respect to allegations as set forth in the proceeding as filed in the Maine court.   

On August 7, 2003, Mr. Steve Pappas, one of the Company directors and major shareholders, created a voting trust with certain of his Company shares.  Although by its terms the voting trust was to remain in full force and effect until August 7, 2006, on or about May 2005, Mr. Steve Pappas made demand upon both the Company and his trustee to immediately terminate the trust and charged both the Company and certain of its other directors with, among other things, having acted improperly in the issuance by the Company of certain stock options. 

By reason of the foregoing, on or about June 10, 2005 the Company filed its complaint in the U.S. District Court for the Southern District of New York seeking a declaratory judgment affirming the validity of the voting trust.  The Company complaint was subsequently amended to correct a technical defect in its jurisdictional statement and to add multiple claims that while Mr. Steve Pappas, the Defendant, was President, CEO and Chairman of the Company he violated his fiduciary duties and subjected the Company to certain unnecessary and undue costs and expenses for which the Company is entitled to be reimbursed.  Mr. Steve Pappas, has denied all of the Company claims and has filed counterclaims seeking affirmative relief by (1) requesting that the voting trust be declared invalid; (2) alleging that the trustee of the voting trust has breached his fiduciary duties; (3) seeking to void two recent awards of Company stock options that were approved by the Board of Directors; (4) seeking to force the Company to indemnify him for expenses he incurred as a result certain business ventures; (5) seeking to force the Company to indemnify him for legal fees incurred in connection with defending the claims asserted against him in the Company's amended Complaint; and (6) seeking to recover unpaid compensation that was allegedly promised to him by the Company representatives for services performed on behalf of the Company.  Subsequent to the period ended March 31, 2006, with respect to the pending litigation between the parties, the Company and Mr. Steve Pappas entered into a settlement agreement, dated April 14, 2006.  See Note 15. 

The Company was the defendant in an action commenced by its former law firm for unpaid legal services in the amount of $18,952.  The Company filed a motion to dismiss the action, and during the period ended September 30, 2005 the Company entered into a settlement agreement with its former law firm to resolve the dispute for payment of legal services provided.  The Company made payment in the amount of $10,000 to resolve this matter.  This payment is offset in the accompanying financial statements against the previously recorded liability amount of $18,952.

Schaefer Systems International, Inc.

On March 28, 2003, the Company entered into a product development agreement with Schaefer Systems International, Inc., (hereinafter "SSI") wherein the Company would design, develop and produce a quantity of prototypes for field testing.  An initial payment of $61,215 was made by SSI to the Company to facilitate the development of a proprietary product.

The Company has delivered part of the first run of development parts.  The initial period of the development contract has expired.  Due to changes from both SSI and the company that is constructing the prototypes, the final product has not been finished.  The Company believes that the first generation molds produced for SSI under the product development agreement are of no commercial value.  Accordingly, the initial payment, previously held as a deposit on account, was recognized by the Company as an expense and charged to research and development costs during the period ended September 30, 2005. 

**NOTE 13 - ACQUISITIONS**

In March, 2005, the Company announced that it had executed a definitive merger agreement in which TCD merged with and into the Company's wholly-owned subsidiary, Envirokare Composites Corp.  The transaction combined all of TCD's business, including its intellectual property, property, plant and other assets, including contracts with ECC.  Upon completion of the merger with TCD into the Company's wholly-owned subsidiary, ECC, the operating assets in TCD were assigned to LRM, through ECC.   TCD, as such, has no operations and LRM is the operating entity.  Accordingly, the Company consolidates LRM's operations in its reporting.  As a result of the structure as previously described, there are no operating results for TCD to report.  LRM reports its financial activities on a quarterly basis and has elected a year end of December 31.  The operating activities of LRM are consolidated in the Company's periodic financial reports.  The merger agreement provided for an initial payment of $2.5 million to TCD shareholders and a subsequent schedule of payments over a seven-year period totaling $15 million.   The current value of this note was determined by applying a discount rate of 12%.  The original note value under this discount was $8,157,208, of which $2,500,000 was paid during the quarter ended March 31, 2005. 

The intangible asset obtained in the acquisition of TCD was incorporated into and recorded as patent value, in conjunction with the purchase price for TCD and the real property and equipment, as previously discussed.  The audit of TCD's books and records for the years ended December 31, 2003 and 2004 was completed and it was determined that in-process research and development, that realized gross margin profits in an approximate amount of $12,500, existed at the close of the merger.  This amount has been included as a component of the assets acquired in the merger with TCD.

Following is a summary of the assets acquired under the TCD merger agreement:
| Equipment            |   | $      |       350,000            |
|----------------------|--------|--------|---------------------------------------------------|
| Real property        |   |   |       400,000            |
| Contracts in-process |   |   |         12,500 |
| Patents              |   |   |    7,394,708                            |
|                 |   |   |                                                   |
| Assets acquired      |   | $      |    8,157,208                            |
|                 |   |   |                                                   |

Also in March, 2005, the Company announced that ECC executed a 50/50 joint venture agreement with Nova Chemicals, Inc., and created a new company, LRM, to commercialize the Company's TPF Thermoplastic Flowforming technology and process.  The Company has contributed its intellectual property rights, technology, manufacturing equipment and all TPF Thermoplastic Flowforming business activities which were acquired through the merger with TCD into the joint venture, while Nova Chemicals has contributed $5,000,000 in cash and has agreed to contribute future services valued at $1,000,000.  The joint venture is accounted for as a subsidiary of the Company.

Following is a summary of the net assets contributed to LRM by the Company:
| Equipment              |   | $      |          350,000            |
|------------------------|--------|--------|---------------------------------------------------------------------|
| Contracts in-process   |   |   |            12,500 |
| Patents                |   |   |       7,394,708                            |
|                   |   |   |                                                                     |
| Net assets contributed |   | $      |       7,757,208                            |
|                   |   |   |                                                                     |

The Company issued 1,300,000 options to employees and consultants of LRM (former employees of TCD), in connection with the acquisition of TCD.  Aspects of this issuance were previously discussed in Note 9, above.  The value ascribed to contributed patents includes 1,300,000 common stock options, which were valued at $741,000.  This amount is included in the contribution made by the Company in the acquisition of TCD and included under patent costs.  The Black-Scholes model was utilized to calculate the value of these options and the assumptions used to calculate the fair value of the options issued to former TCD shareholders were a risk-free interest rate of 4%, volatility of 94% and a term of three years.  The calculated value for these option shares was $0.57 per share and the options were granted at an exercise price of $0.94 per share.  The options were treated as an element of the acquisition cost of TCD and the option value has been accounted for as a component of the acquired patents.  The Company has also contributed equipment and in-process contracts to LRM, in the amounts of $350,000 and $12,500 respectively.

**NOTE 14 - DEVELOPMENT STAGE REPORTING**

During the year ended December 31, 2005, the Company recognized significant revenues from its consolidated joint venture entity, LRM Industries, LLC.  As a result, the Company has discontinued its reporting as a development stage enterprise.

**NOTE 15 - SUBSEQUENT EVENT**

Subsequent to the period ended March 31, 2006, with respect to pending litigation between the parties, the Company and Mr. Steve Pappas entered into a settlement agreement, dated April 14, 2006, wherein Mr. Steve Pappas: (i) received an option to purchase 1,200,000 shares of Company common stock at a strike price of $0.965 per share, such option exercisable for a ten year period, and subject to other restrictions as contained in the option agreement,  (ii) received a credit to exercise Company options and/or warrants held in his name, in an amount of $200,000, which credit represents an approximate exercise of up to 930,000 shares of common stock (iii) entered into a Standstill Agreement that generally provides that Mr. Pappas, and/or his assigns, may not vote Company shares held in his name for a period of five years, and (iv) entered into a Release Agreement to end the voting trust created in his name, in order to facilitate the establishment of the Standstill Agreement.  See Note 12.

----

**ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**

                Envirokare Tech, Inc. (the "Company" or "Envirokare") is engaged in the application design, development and manufacturing, utilizing proprietary thermoplastic composite technologies including TPF Thermoplastic FlowformingTM.  Upon the closing of the Merger Agreement between the Company's subsidiary Envirokare Composite Corp. ("ECC") and Thermoplastic Composite Designs, Inc ("TCD") and of the Joint Venture Agreement (LRM Industries, LLC, or "LRM") between Envirokare Composite Corp. and NOVA Chemicals, Inc. ("NOVA") during March 2005, described below, the Company's TPF Thermoplastic Flowforming business is being conducted through its position and interest in LRM.

*                Technology:*  The TPF Thermoplastic Flowforming process is a proprietary process developed by TCD that enables the manufacture of large structural parts using long-fiber reinforced thermoplastic resins. The process utilizes recycled or virgin resins and is designed to reuse its own production scrap, thereby eliminating production waste by-products.  TPF Thermoplastic Flowforming process patents have been issued under United States Patent and Trademark Office patent nos. 6,719,551, 6,869,558 and 6,900,547.  These patents provide a system and method for forming an article from thermoplastic material and fiber.

                Historically, advanced composite materials were utilized almost exclusively by the military and aerospace industries where such usage was normally restricted to the manufacture of small parts due to the inordinate cost of hand application, i.e., the process of manually applying layers of composite materials to a mold or shape.  Management believes that the TPF Thermoplastic Flowforming process provides a cost-effective alternative for the in-line production of larger, long-fiber reinforced plastic parts at very low processing costs.  The process has key advantages over many manufacturing processes currently in use such as compression molding, injection molding and rotational molding.  The Company believes that these advantages provide for significant cost savings realized by utilization of the TPF Thermoplastic Flowforming process in the reduced labor required to create larger parts and reduced costs in assembly of larger parts which are made up from a number of smaller components.  Material costs will typically also be lower due to the ability of the process to use recycled materials, reuse of its own production scrap and utilize in-line compounding, which is the process of mixing raw material components as an actual part of the production process.

                The TPF Thermoplastic Flowforming process has application in a broad range of industries including: agriculture, automotive, material handling, transportation, marine, medical, waste management and aerospace.  TPF Thermoplastic Flowforming composite products are an advantaged replacement for many wood, aluminum, steel, other metal alloys, concrete, other plastic and fiberglass products, by providing products that have corrosion resistance, are lighter and cost less to manufacture.  As a thermoplastic process, TPF Thermoplastic Flowforming has an additional advantage in that it does not emit volatile organic contaminants (VOCs).

                The Company entered into agreements acquiring specific application rights to this technology through license and merger agreements with TCD dated March 30, 2001, wherein the Company, through its wholly-owned subsidiary ECC, was granted rights to commercially exploit the TPF Thermoplastic Flowforming process in certain specific field-of-use applications.

                On March 3, 2005, the Company completed a merger of TCD, a Florida corporation, into ECC resulting in the acquisition of TCD including the assets comprised of real property, plant, equipment and intellectual property, in exchange for cash and notes, as generally outlined below.  These merger terms were modified from the March 30, 2001 merger agreement.

                The "Merger Consideration" equaled the sum of (i) fifteen million dollars ($15,000,000) (the "Fixed Merger Consideration") and (ii) the aggregate amounts payable in accordance with Section (h) of the Merger Agreement: (the "Contingent Merger Consideration").  Following are the general payment terms to TCD Shareholders, as set forth in the Merger Agreement;

                (a) At the Closing, ECC shall pay the Shareholders $2,500,000.

                (b) The balance of the Merger Consideration shall be paid to the TCD Shareholders in eight (8) annual installments following the Closing with the first such payment due on or prior to January 31, 2006 and the last such payment due on or prior to January 31, 2013 (and such payments shall be deemed to be distributed to the Shareholders of TCD in complete liquidation), with each annual payment to be equal to 2.5% of the "Consolidated EBIDTA" of LRM Industries, LLC ("LRM")  for each calendar year, commencing with the calendar year ending December 31, 2005, up to a maximum aggregate of $12,500,000 for all payments under this subsection (b).  LRM is the Company's Joint Venture Company with NOVA Chemicals, Inc.

                (c) In the event that 2.5% of the Consolidated EBIDTA of LRM during the first four years after the Closing Date (ending on December 31, 2008) is less than an aggregate of $2,000,000, ECC shall pay to the Shareholders any amount by which $2,000,000 exceeds 2.5% of the aggregate Consolidated EBIDTA of LRM during this period within 31 days after the end of the fourth year.

                (d) In the event that 2.5% of the Consolidated EBIDTA of LRM during the years five, six and seven after the Closing Date (ending on December 31, 2011) total less than an aggregate of $3,000,000, ECC shall pay to the Shareholders any amount by which $3,000,000 exceeds 2.5% of the aggregate Consolidated EBIDTA of LRM during the period, within 31 days after the end of the seventh year.

                (e) At the end of the eighth year (ending December 31, 2012), in the event that the TCD Shareholders have not been paid $15,000,000 by virtue of the payments set forth in Section 2.01 (a), (b), (d) and (e), ECC shall pay on or prior to January 31, 2013, any amount by which $15,000,000 exceeds all monies paid to the Shareholders to date under Section 2.01(a), (b), (d) and so that the total payments made aggregate $15,000,000. 

                (f) In the event that a cash payment is due the Shareholders pursuant to this paragraph, any TCD Shareholder may elect to receive this payment in four equal annual payments beginning at the end of the eighth year set out above.  Unpaid but due balances will carry interest equal to LIBOR plus one percent but not to the extent a Shareholder elects a deferral under the provisions of the prior sentence.

                (g) The assurance of any such payments to be made pursuant to this Section is provided only by ECC and guaranteed by LRM and Parent (Envirokare) as set forth below.  The Parties acknowledge that no such assurance is being provided by NOVA or any of NOVA's affiliates or subsidiaries other than ECC, LRM and Parent.

                (h) Ongoing Payments.  As additional Merger Consideration (the "Contingent Merger Consideration"), beginning January 1, 2013, the Shareholders shall be entitled to receive from ECC payments annually equal to their pro rata share of 1% of the Net Income of LRM payable to the extent of and at the time of distribution of such Net Income to ECC or 90 days after the end of each year, whichever is sooner.

                 The obligations of ECC to pay the Fixed Merger Consideration and the Contingent Merger Consideration are guaranteed by LRM and the Company, and are evidenced by guaranties executed and delivered by the Company and LRM to the TCD shareholders.

                As part of the transaction described above, ECC sold to LRM, under an Asset Purchase Agreement, equipment and other personal property located in Mims, Florida and intellectual property acquired in the merger transaction described in this section. Other than real estate owned and leased to LRM, these assets were substantially all of the assets of ECC sold to LRM as part of the transaction in which ECC acquired a 50% interest in the LRM, the joint venture company (see below).

                On March the 3, 2005, the Company through, its wholly-owned subsidiary ECC, executed a Limited Liability Company Agreement with NOVA creating a Joint Venture Company, LRM, which is a Delaware limited liability company created for the purpose of commercializing the Company's TPF Thermoplastic Flowforming technology, including but not limited to the manufacture, marketing, sales and/or licensing of the technology.

                LRM is owned one half each by ECC and NOVA and is capitalized as generally set forth in the joint venture agreement between NOVA and ECC as follows:

                1.1 Contribution of Envirokare. ECC shall make no Contributions to the Company, initially, and need not make any additional Contributions unless, in its sole discretion, it decides to do so, subject to approval. ECC is selling certain assets to the Company (i.e. LRM) pursuant to the Asset Purchase Agreement and ECC shall be paid the amounts specified below as consideration for such transfer.

                1.2 Contributions of NOVA. NOVA has made and shall make Contributions to the Company as follows:

                On the date of this Agreement, NOVA will contribute five million dollars ($5,000,000.00) to the Company (the "NOVA Investment").  In addition to the NOVA Investment, NOVA will also contribute one million dollars ($1,000,000.00) in services to the Company (i.e. LRM), pursuant to the NOVA Service Agreement, an exhibit to the Limited Liability Company Agreement.

              As part of the Limited Liability Company Agreement, ECC entered into a lease agreement providing for the lease of the plant property in Mims, Florida to LRM for a period of two years with an option to renew for an additional two years.  Lease payments payable to ECC equal $84,000 per year for the first two years and $91,200 per year for the two year renewal period.  In addition, the property is subject to a cellular tower lease providing for additional payments, in the amount of $12,000 per year, to ECC as successor to TCD.

                Product Research, Development and Testing:

*               Product Development -*   Product Research, Development and Testing continued during the period by LRM on a product by product basis, primarily in response to customer product development orders.  During the year ended December 31, 2005, LRM announced a research and development contract with the U.S. Government for development of electromagnetic interference composite shelters valued at $1,000,000; a development contract with  Hydrogenics for development of a hydrogen generation system component, and; a development agreement with E.I. DuPont de Nemours and Company to explore the utility of the Company's TPF Thermoplastic Flowforming technology for a variety of applications within, among other potential industrial market segments, the building and construction markets.  During the three months ended March 31, 2006, LRM incurred $84,000 in research and development costs.

                Product Marketing and Market Exploitation:

                The Company's plan for the marketing and exploitation of its technologies over the next twelve (12) months through LRM, its joint venture with NOVA Chemicals, Inc., includes:

                a. direct development and manufacturing of products for materials handling, construction, housing, marine and other commercial and consumer applications.

                b. 3rd party licensing of TPF Thermoplastic Flowforming technology for specific applications and products as well as for specific geographic areas.

                c. product development for 3rd party applications and licensed manufacturing.

                Purchase or Lease of Plant and Significant Equipment and Expected Significant Changes in Number of Employees:

                During the near term, the Company's business will be conducted through its position in LRM (see above).  The closing of the Merger Agreement with TCD and combining that company with Envirokare's wholly-owned subsidiary ECC brought into the Company an existing TPF Thermoplastic Flowforming production facility including equipment and leased premises.  The size of this facility is limited and the facility is used primarily for product development and small production runs.  During the current Fiscal Year, the Company continued preliminary feasibility and development efforts focused on assessing the merits of building a full scale production facility for manufacture, through its joint venture interest in LRM, of Company and third party products at this facility, versus the merits of leasing facilities for operations.  The Company and its joint venture partner agreed that the appropriate direction for their joint venture entity, LRM, would be to lease facilities.  Accordingly, LRM entered into a contract to lease operating facilities located in Rockledge, Florida, during the three month period ended March 31, 2006.  The lease provides a manufacturing site with additional available space, if needed, for expansion of operations.  As of March 31, 2006, LRM was in the process of relocating to the newly acquired facilities. 

                As of December 31, 2005, LRM contracted for the acquisition of a new custom manufactured press to be delivered during the second quarter of 2006.  The cost of this press is approximately $392,000, and LRM procured a capital lease to acquire the press.  LRM anticipates that, in order to meet anticipated production requests from customers during Fiscal 2006, additional production and operating equipment may be required to meet customer requests for products. 

                The Company anticipates that LRM will add personnel required for operation of the Rockledge facility and to facilitate expansion of the business.  One of the Company's consultants has become a consultant to LRM and the joint venture directly retains personnel to meet various staffing requirements.  The Company does not expect to add key employees to its own staff during the year.

**Financial Position:**

                The Company consolidates its activities for all financial reporting purposes.  For the three month period ended March 31, 2006, the Company had a cash balance of $1,697,685 compared to a cash balance of $2,193,604 for the period ended December 31, 2005.  The decrease in cash was primarily due to funds expended by the Company’s joint venture interest, LRM, to acquire operating equipment for its new operating facility in Rockledge, Florida.  For the three months ended March 31, 2006 the Company reported property and equipment in the amounts of $400,000 and $623,074, respectively, compared to property and equipment in the amounts of $400,000 and $507,429, respectively, for the year ended December 31, 2005.  The increase in the property and equipment amounts is attributed to the acquisition of TCD Inc., by merger, during the quarter ended March 31, 2005, as well as additional equipment purchases, including $49,829 in leasehold improvements for its Rockledge, Florida operating facility, during the three month period ended.  For the three month period ended March 31, 2006, patents were valued at $6,985,426 compared to $7,089,966 for the year ended December 31, 2005.  The decrease in patent values is due to amortization recognized during three month period ended.** ** For the same respective periods, the Company reported $341,575 in accounts payable compared to $316,900 during the 2005 reporting period.  The Company accrued compensation for the three month period ended March 31, 2006, in an amount of $82,663 compared to $104,186 for the year ended December 31, 2005.  The decrease was due to payments made on account during the current three month period ended.  The current portion of the notes payable to shareholders was $1,463,341 and $1,490,812 for the three month period ended March 31, 2006 and the year ended December 31, 2005, respectively.  The decrease in the current portion of notes payable are due to payments made on account to certain notes that mature and became payable by the Company during the three month period ended.  For the three month period ended March 31, 2006 and the year ended December 31, 2005, the Company has accrued interest payable on Promissory notes due, in the amounts of $45,559 and $44,031, respectively, which amounts are currently a subject of legal dispute (see Part II, Item 1, below).  The Company also reported a minority interest in a subsidiary during the three months ended March 31, 2006, in the amount of $5,446,623.  This amount represents the Company's 50% interest in its joint venture with NOVA Chemicals Inc.** **

**Results from Operations: **

                 Revenues reported for the three months ended March 31, 2006 are $40,222 compared to revenues of $1,073,538 for the year ended December 31, 2005.  The current period revenues were realized from a partial period of operations from the joint venture entity, LRM and resulted in a Gross Profit of $16,199.  LRM was in the process of relocating to its new operating facilities in Rockledge, Florida and was unable to operate at normal capacity during the three months ended March 31, 2006.  Total expenses reported by the Company for the three month period ended March 31, 2006 and the years ended December 31, 2005 were $836,577 and $8,495,072, respectively, resulting in a Loss From Operations of $820,378 compared to a Loss From Operations of $7,985,593 for the year ended December 31, 2005.  The comparative 10 times decrease in expenses was primarily due to interim operating results, as compared to results from a full year of operations, and to recognition of a one time expense of $4,947,869 for the issuance of market price options to executives and others granted after the closing of the ECC/TCD merger and recognizing interest expense, as amortized on a note payable to former TCD shareholders, with the note payable being a primary component of the merger consideration provided in the acquisition of TCD by merger during the year ended December 31, 2005.  The period covered by this report also represents the initial operations of LRM, with operations conducted at the facility acquired through the Company's merger with TCD and, as discussed elsewhere herein, LRM is currently in the process of relocating to new operating facilities located in Rockledge, Florida.         

**Liquidity:**

                The Company has budgeted expenditures of $780,000 for the 12 months ending March 31, 2007.  During the three month period ended March 31, 2006, the Company raised $78,222 from the exercise of stock options.  The Company had cash remaining at March 31, 2006, in the amount of $1,697,685, which includes cash balances in LRM, in the amount of $1,733,650, of which $301,924 is restricted cash.  LRM was initially capitalized with a $2,500,000 contribution in cash and $1,000,000 in services to be provided by NOVA.  The significant changes in assets during the three month period ended March 31, 2006 were due to (i) the increase in accrued interest by $104,541 due to the imputation of interest payable on the net present value of the note payable to TCD shareholders, (ii) the acquisition of additional operating equipment by the Company’s joint venture interest, LRM, (iii) a change in the net patent amount, as a result of amortization of the patent value during the three month period ended, (iv) decrease in accounts receivable, in an amount of $295,286, (v) establishment of an initial inventory, in an amount of $140,419 at LRM, and (vi) the increase in accrued interest due to notes payable to a former director and officer, such payments that are in legal dispute by the Company.  The Company expects to raise any required additional operating funds by sales of shares of its common stock conducted through private placement offerings, through funds received from individuals exercising warrants or options and through borrowings.  Although management believes these capital sources to be sufficient to meet the needs of its operations, there is no assurance that the Company will be successful in raising additional capital to fund its operations.      

**ITEM 3. CONTROLS AND PROCEDURES** 

                (a) Evaluation of Disclosure Controls and Procedures

                We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2006, the end of the quarterly fiscal period covered by this quarterly report.  The controls evaluation was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported to management, including the Chief Executive Officer and the Chief Financial Officer to allow timely decisions regarding required disclosure. 

                (b) Changes in Internal Control Over Financial Reporting

                During the Fiscal Year ended December 31, 2005, in order to assure appropriate control over financial reporting of expanded activities of the Company, due to the acquisition of assets from Thermoplastic Composite Design, Inc., the Company increased its disclosure controls.  The additional controls include an increased meeting schedule between top executives focused on company activities; an additional level of management review of reports, the adoption of a more aggressive disclosure calendar and

                It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. 

----

**PART II - OTHER INFORMATION**

**ITEM 1.   LEGAL PROCEEDINGS**

                The Company is a defendant in an action filed by Mr. Real Morel in the Supreme Court of British Columbia, Canada under which the Company was served in May 2000.  Mr. Morel alleges non-payment by the Company of amounts due pursuant to demand promissory notes made by the Company to Mr. Morel during 1998.  The amount claimed is approximately $69,600 including interest.  After consultation with British Columbia legal counsel and a review of the circumstances surrounding the issuance of the notes, the Company has resolved to dispute liability and to advance a set-off and counterclaim.  Management of the Company believes that the outcome will not have a material adverse effect on the financial position of the Company.  Since the fiscal year ended December 31, 2003, no further action has been taken with respect to this matter, by either the Company or Mr. Morel.

                The Company was a defendant along with others, including Steve Pappas, a Director of the Company, in a proceeding filed in the Superior Court of Cumberland County, Maine by former employees of Sports Quest of New England LLC, for back wages and penalties.  The Company denied all liability, ownership or other involvement with Sport Quest LLC.  The Company entered into a settlement agreement with the Plaintiffs in the case which has been fully executed.  The result was not material to the Company.

                The Company has filed a Declaratory Judgment action in U.S. District Court for the Southern District of New York against Steve Pappas, a director of the Company. Envirokare is asking that the Voting Trust and Trust Agreement signed by Mr. Pappas on August 7, 2003 be declared valid and in full force and effect until August 7, 2006.  Mr. Pappas had previously made a demand of the Trustee and the Company to terminate this trust.  The demand was rejected.   Management expects to resolve this matter in a manner favorable to the Company.   Regardless of outcome, management does not believe that this litigation will have any material effect on results of its operations.  The docket number of this action is 1:05cv-05515-LAK.

                Subsequent to the period ended March 31, 2006, with respect to pending litigation between the parties described above, the Company and Mr. Steve Pappas entered into a settlement agreement, dated April 14, 2006, wherein Mr. Steve Pappas: (i) received an option to purchase 1,200,000 shares of Company common stock at a strike price of $0.965 per share, such option exercisable for a ten year period, and subject to other restrictions as contained in the option agreement,  (ii) received a credit to exercise Company options and/or warrants held in his name, in an amount of $200,000, (iii) entered into a Standstill Agreement that generally provides that Mr. Pappas, and/or his assigns, may not vote Company shares held in his name for a period of five years, and (iv) entered into a Release Agreement to end the voting trust created in his name, in order to facilitate the establishment of the Standstill Agreement.

**ITEM 2. CHANGES IN SECURITIES**

                During the three months ended March 31, 2006, the Company issued 88,000 shares of its common stock when warrants were exercised at a price of $0.50 per share for a total of $44,000, which payment was set off against accrued wages payable.  Additionally, 350,000 shares were issued when stock options were exercised at a price of $0.23 per share for a total of $78,222 in cash proceeds and $2,278, which partial payment was set off against accounts payable for expenses. 

**ITEM 3. DEFAULTS UPON SENIOR SECURITIES**

                None

**ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**

                None

**ITEM 5. OTHER INFORMATION**

                None

**ITEM 6. EXHIBITS****Number    Description of Document**       (a) Exhibits                       None       (b) Reports on Form 8-K

                A report on Form 8-K regarding Item 4.02 was filed by the Company on January 17, 2006.                       A report on Form 8-K regarding Item 9.01 was filed by the Company on March 10, 2006.                       A report on Form 8-K regarding Item 7.01 was filed by the Company on March 20, 2006.

               **SIGNATURES**

                In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 4, 2006.         
| Registrant:               |   |  ENVIROKARE TECH, INC.                                                                                                          |
|--------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------|
|                           |   |                                                                                                                                      |
|                           |   |                                                                                                                                 |
| By:                            |   |  /s/ Nicholas Pappas                                                                                                            |
|                           |   |                                                                                                                                      |
| Name:             Title:  |   |       Nicholas Pappas                   Chairman and CEO                           |
|                           |   |                                                                                                                                 |
| By:                            |   |  /s/ George Kazantzis                                                                                                           |
|                           |   |                                                                                                                                      |
| Name:             Title:  |   |       George Kazantzis                   President and Principal Financial Officer |